EXHIBIT 2.1
STOCK ACQUISITION AND REORGANIZATION AGREEMENT
THIS STOCK ACQUISITION AND REORGANIZATION AGREEMENT (this "Agreement") is made
and entered into effective the 26th day of April 2000 (the "Effective Date") by
and among Pangea Petroleum Corp., a Colorado corporation ("PAPO"); Segway II
Corp., a New Jersey corporation ("Segway"); and the persons listed in Exhibit A
hereof (collectively the "Shareholders"), being the owners of record of all of
the issued and outstanding stock of Segway.
RECITALS
A. The Shareholders own all of the issued and outstanding shares of $.0001 par
value common stock of Segway ("Shares").
B. The Shareholders desire to exchange all of the Shares for $75,000 and 5,000
shares of $.001 par value common stock of PAPO subject to the conditions
specified by the provisions of this Agreement.
C. The Boards of Directors of Segway and PAPO have determined that it is
advisable and appropriate and in the best interests of those corporations and
their respective shareholders that the exchange contemplated by the provisions
of recital B specified above occur on the terms and subject to the conditions
specified by the provisions of this Agreement.
D. The parties to this Agreement desire that the transaction contemplated by the
provisions of this Agreement satisfy the requirements of Section 368(a)(1)(B) of
the Internal Revenue Code of 1986, as amended, and the regulations promulgated
pursuant thereto.
AGREEMENT
NOW, THEREFORE, in consideration of the recitals specified above that shall be
deemed to be a substantive part of this agreement, and the mutual covenants,
representations and warranties specified in this agreement and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties do hereby covenant, promise, agree, represent and
warrant as follows:
1. EXCHANGE OF STOCK
1.1 Number of Shares. The Shareholders agree to transfer to PAPO at the
Closing (defined below) the number of shares of common stock of Segway,
$.0001 par value per share, shown opposite their names in Exhibit A, in
an exchange for an aggregate of 5,000 shares of voting common stock of
PAPO, $.001 par value per share
1.2 Exchange of Certificates. Each holder of an outstanding certificate or
certificates theretofore representing shares of Segway common stock
shall surrender such certificate(s) for cancellation to PAPO, and shall
receive in exchange a certificate or certificates representing the
number of full shares of PAPO common stock into which the shares of
Segway common stock represented by the certificate or certificates so
surrendered shall have been converted. The transfer of Segway shares by
the Shareholders shall be effected by the delivery to PAPO at the
Closing of certificates representing the transferred shares endorsed in
blank or accompanied by stock powers executed in blank.
1.3 Fractional Shares. Fractional shares of PAPO common stock shall not be
issued, but in lieu thereof PAPO shall round up fractional shares to
the next highest whole number.
1.4 Further Assurances. At the Closing and from time to time thereafter,
the Shareholders shall execute such additional instruments and take
such other action as PAPO may request in order more effectively to
sell, transfer, and assign the transferred stock to PAPO and to confirm
PAPO's title thereto.
2. RATIO OF EXCHANGE.
The securities of Segway owned by the Shareholders, and the relative securities
of PAPO for which they will be exchanged, are set out opposite their names in
Exhibit A.
3. CLOSING.
3.1 Time And Place. The Closing contemplated herein shall be held as soon
as possible by exchanging documents via telefax and overnight express
delivery by no later than April , 2000, unless another place or time is
agreed upon in writing by the parties without requiring the meeting of
the parties hereof. All proceedings to be taken and all documents to be
executed at the Closing shall be deemed to have been taken, delivered
and executed simultaneously, and no proceeding shall be deemed taken
nor documents deemed executed or delivered until all have been taken,
delivered and executed. The date of Closing may be accelerated or
extended by agreement of the parties.
3.2 Form of Documents. Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission required by this
Agreement or any signature required thereon may be used in lieu of an
original writing or transmission or signature for any and all purposes
for which the original could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission or original
signature.
4. UNEXCHANGED CERTIFICATES.
Until surrendered, each outstanding certificate that prior to the Closing
represented Segway common stock shall be deemed for all purposes, other than the
payment of dividends or other distributions, to evidence ownership of the number
of shares of PAPO common stock into which it was converted. No dividend or other
distribution shall be paid to the holders of certificates of Segway common stock
until presented for exchange at which time any outstanding dividends or other
distributions shall be paid.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders, individually and separately, represent and warrant as follows:
5.1 Title to Shares. The Shareholders, and each of them, are the owners,
free and clear of any liens and encumbrances, of the number of Segway
shares which are listed in the attached schedule and which they have
contracted to exchange.
5.2 Litigation. There is no litigation or proceeding pending, or to any
Shareholder's knowledge threatened, against or relating to shares of
Segway held by the Shareholders.
6. REPRESENTATIONS AND WARRANTIES OF SEGWAY.
Segway represents and warrants that:
6.1 Corporate Organization and Good Standing. Segway is a corporation duly
organized, validly existing, and in good standing under the laws of the
State of New Jersey and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its property or
business requires such qualification.
6.2 Reporting Company Status. Segway has filed with the Securities and
Exchange Commission a registration statement on Form 10-SB which became
effective pursuant to the Securities Exchange Act of 1934 and is a
reporting company pursuant to Section12(g) thereunder.
6.3 Reporting Company Filings. Segway has timely filed and is current on
all reports required to be filed by it pursuant to Section 13 of the
Securities Exchange Act of 1934.
6.4 Capitalization. Segway's authorized capital stock consists of
100,000,000 shares of Common Stock, $.0001 par value per share, of
which 5,000,000 shares are issued and outstanding, and 20,000,000
shares of Preferred Xxxxx, x.0000 par value per share, of which no
shares are issued or outstanding.
6.5 Issued Stock. All the outstanding shares of its Common Stock are duly
authorized and validly issued, fully paid and non-assessable.
6.6 Stock Rights. There are no stock grants, options, rights, warrants or
other rights to purchase or obtain Segway Common or Preferred Stock
issued or committed to be issued.
6.7 Corporate Authority. Segway has all requisite corporate power and
authority to own, operate and lease its properties, to carry on its
business as it is now being conducted and to execute, deliver, perform
and conclude the transactions contemplated by this Agreement and all
other agreements and instruments related to this Agreement.
6.8 Authorization. Execution of this Agreement has been duly authorized and
approved by Segway 's Board of Directors.
6.9 Subsidiaries. Segway has no subsidiaries.
6.10 Financial Statements. Segway's financial statements dated as of January
31, 2000, copies of which will have been delivered by Segway to PAPO
prior to the Closing (the "Segway Financial Statements"), fairly
present the financial condition of Segway as of the date therein and
the results of its operations for the periods then ended in conformity
with generally accepted accounting principles consistently applied.
6.11 Absence of Undisclosed Liabilities. Except to the extent reflected or
reserved against in the Segway Financial Statements, Segway did not
have at that date any liabilities or obligations (secured, unsecured,
contingent, or otherwise) of a nature customarily reflected in a
corporate balance sheet prepared in accordance with generally accepted
accounting principles.
6.12 No Material Changes. There has been no material adverse change in the
business, properties, or financial condition of Segway since the date
of the Segway Financial Statements.
6.13 Litigation. There is not, to the knowledge of Segway, any pending,
threatened, or existing litigation, bankruptcy, criminal, civil, or
regulatory proceeding or investigation, threatened or contemplated
against Segway or against any of its officers or directors.
6.14 Contracts. Segway is not a party to any material contract not in the
ordinary course of business that is to be performed in whole or in
party at or after the date of this Agreement.
6.15 Title. Segway has good and marketable title to all the property, if
any, included in the Segway Financial Statements. Except as set out in
the balance sheet thereof, the properties of Segway are not subject to
any mortgage, encumbrance, or lien of any kind except minor
encumbrances that do not materially interfere with the use of the
property in the conduct of the business of Segway.
6.16 Tax Returns. All required tax returns or federal, state, county,
municipal, local, foreign and other taxes and assessments have been
properly prepared and filed by Segway for all years for which such
returns are due unless an extension for filing any such return has been
properly prepared and filed. Any and all federal, state, county,
municipal, local, foreign and other taxes, assessments, including any
and all interest, penalties and additions imposed with respect to such
amounts have been paid or provided for. The provisions for federal and
state taxes reflected in the Segway Financial Statements are adequate
to cover any such taxes that may be assessed against Segway in respect
of its business and its operations during the periods covered by the
Segway Financial Statements and all prior periods.
6.17 No Violation. The Closing will not constitute or result in a breach or
default under any provision of any charter, by-law, indenture,
mortgage, lease, or agreement, or any order, judgment, decree, law, or
regulation to which any property of Segway is subject or by which
Segway is bound.
7. REPRESENTATIONS AND WARRANTIES OF PAPO.
PAPO represents and warrants that:
7.1 Corporate Organization and Good Standing. PAPO is a corporation duly
organized, validly existing, and in good standing under the laws of the
State of Colorado and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its property or
business requires such qualification.
7.2 Capitalization. PAPO's authorized capital stock consists of 50,000,000
shares of Common Stock, $.001 par value per share, of which 21,766,231
shares have been issued and are outstanding, and 5,000,000 shares of
Preferred Stock, $.01 par value per share, of which no shares of
Preferred Stock are issued or outstanding.
7.3 Issued Stock. All the outstanding shares of its Common Stock are duly
authorized and validly issued, fully paid and non-assessable.
7.4 Stock Rights. There are not stock grants, options, rights, warrants or
other rights to purchase or obtain PAPO Common or Preferred Stock
issued or committed to be issued.
7.5 Corporate Authority. PAPO has all requisite corporate power and
authority to own, operate and lease its properties, to carry on its
business as it is now being conducted and to execute, deliver, perform
and conclude the transactions contemplated by this Agreement and all
other agreements and instruments related to this Agreement.
7.6 Authorization. Execution of this Agreement has been duly authorized and
approved by PAPO's Board of Directors.
7.7 Subsidiaries. PAPO has no subsidiaries.
7.8 Financial Statements. PAPO's financial statements dated as of a current
date, copies of which will have been delivered by PAPO to Segway prior
to the Closing (the "PAPO Financial Statements"), fairly present the
financial condition of PAPO as of the date therein and the results of
its operations for the periods then ended in conformity with generally
accepted accounting principles consistently applied.
7.9 Absence of Undisclosed Liabilities. Except to the extent reflected or
reserved against in the PAPO Financial Statements, PAPO did not have at
that date any liabilities or obligations (secured, unsecured,
contingent, or otherwise) of a nature customarily reflected in a
corporate balance sheet prepared in accordance with generally accepted
accounting principles.
7.10 No Material Changes. There has been no material adverse change in the
business, properties, or financial condition of PAPO since the date of
the PAPO Financial Statements.
7.11 Litigation. There is not, to the knowledge of PAPO, any pending,
threatened, or existing litigation, bankruptcy, criminal, civil, or
regulatory proceeding or investigation, threatened or contemplated
against PAPO or against any of its officers or directors.
7.12 Contracts. PAPO is not a party to any material contract not in the
ordinary course of business that is to be performed in whole or in part
at or after the date of this Agreement.
7.13 Title. PAPO has good and marketable title to all the real property and
good and valid title to all other property included in the PAPO
Financial Statements. Except as set out in the balance sheet thereof,
the properties of PAPO are not subject to any mortgage, encumbrance, or
lien of any kind except minor encumbrances that do not materially
interfere with the use of the property in the conduct of the business
of PAPO.
7.14 Tax Returns. All required tax returns or federal, state, county,
municipal, local, foreign and other taxes and assessments have been
properly prepared and filed by PAPO for all years for which such
returns are due unless an extension for filing any such return has been
properly prepared and filed. Any and all federal, state, county,
municipal, local, foreign and other taxes, assessments, including any
and all interest, penalties and additions imposed with respect to such
amounts have been paid or provided for. The provisions for federal and
state taxes reflected in the PAPO Financial Statements are adequate to
cover any such taxes that may be assessed against PAPO in respect of
its business and its operations during the periods covered by the PAPO
Financial Statements and all prior periods.
7.15 No Violation. The Closing will not constitute or result in a breach or
default under any provision of any charter, by-law, indenture,
mortgage, lease, or agreement, or any order, judgment, decree, law, or
regulation to which any property of PAPO is subject or by which PAPO is
bound.
8. CONDUCT PENDING THE CLOSING
Segway, PAPO and the Shareholders covenant that between the date of this
Agreement and the Closing as to each of them:
8.1 No change will be made in the charter documents, by-laws, or other
corporate documents of Segway.
8.2 Segway will use its best efforts to maintain and preserve its business
organization, employee relationships, and goodwill intact, and will not
enter into any material commitment except in the ordinary course of
business.
8.3 No change will be made in the charter documents, by-law, or other
corporate documents of PAPO.
8.4 PAPO will use its best efforts to maintain and preserve its business
organization, employee relationships, and goodwill intact, and will not
enter into any material commitment except in the ordinary course of
business.
8.5 None of the Shareholders will sell, transfer, assign, hypothecate,
lien, or otherwise dispose or encumber the Segway shares of common
stock owned by them.
9. CONDITIONS PRECEDENT TO OBLIGATION OF THE SHAREHOLDERS
Segway's obligation to consummate this exchange shall be subject to fulfillment
on or before the Closing of each of the following conditions, unless waived in
writing by Segway:
9.1 PAPO's Representations and Warranties. The representations and
warranties of PAPO set forth herein shall be true and correct at the
Closing as though made at and as of that date, except as affected by
transactions contemplated hereby.
9.2 PAPO's Covenants. PAPO shall have performed all covenants required by
this Agreement to be performed by it on or before the Closing.
9.3 Board of Director Approval. This Agreement shall have been approved by
the Board of Directors of PAPO.
9.4 Supporting Documents of PAPO. PAPO shall have delivered to the
Shareholders supporting documents in form and substance reasonably
satisfactory to the Shareholders, to the effect that:
(a) A good standing certificate from the jurisdiction of PAPO's
organization stating that PAPO is a corporation duly organized, validly
existing and in good standing;
(b) Secretary's certificate stating that PAPO's authorized capital
stock is as set forth herein;
(c) Certified copy of the resolution of the Board of Directors of PAPO
authorizing the execution of this Agreement and the consummation
hereof;
(d) Secretary's certificate of incumbency of the officers and directors
of PAPO;
(e) PAPO's Financial Statements; and
(f) Any document as may be specified herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein.
10. CONDITIONS PRECEDENT TO OBLIGATION OF PAPO
PAPO's obligation to consummate this exchange shall be subject to fulfillment on
or before the Closing of each of the following conditions, unless waived in
writing by PAPO:
10.1 Shareholders' Representations and Warranties. The representations and
warranties of the Shareholders set forth herein shall be true and
correct at the Closing as though made at and as of that date, except as
affected by transactions contemplated hereby.
10.2 Covenants. The Shareholders shall have performed all covenants required
by this Agreement to be performed by them on or before the Closing.
10.3 Segway's Representations and Warranties. The representations and
warranties of Segway set forth herein shall be true and correct at the
Closing as though made at and as of that date, except as affected by
transactions contemplated hereby.
10.4 Segway's Covenants. Segway shall have performed all covenants required
by this Agreement to be performed by them on or before Closing.
10.5 Board of Directors Approval. This Agreement shall have been approved by
the Board of Directors of Segway.
10.6 Supporting Documents of Segway. Segway shall have delivered to the
shareholders supporting documents in form and substance reasonably
satisfactory to the Shareholders, to the effect that:
(a) A good standing certificate from the jurisdiction of Segway's
organization stating that Segway is a corporation duly organized,
validly existing and in good standing;
(b) Secretary's certificate stating that Segway's authorized capital
stock is as set forth herein;
(c) Certified copy of the resolution of the Board of Directors of
Segway authorizing the execution of this Agreement and the consummation
hereof;
(d) Secretary's certificate of incumbency of the officers and directors
of Segway;
(e) Segway's Financial Statements; and
(f) Any document as may be specified herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein.
11. SHAREHOLDER REPRESENTATIVE.
The Shareholders hereby irrevocably designate and appoint Xxxxxxx X. Xxxxxx &
Associates, 0000 Xxxxx 0 Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, as their
agent and attorney in fact (the "Shareholders' Representative") with full power
and authority until the Closing to execute, deliver, and receive on their behalf
all notices, requests, and other communications hereunder; to fix and alter on
their behalf the date, time, and place of the Closing; to waive, amend, or
modify any provisions of this Agreement, and to take such other action on their
behalf in connection with this Agreement, the Closing, and the transactions
contemplated hereby as such agent or agents deem appropriate; provided, however,
that no such waiver, amendment, or modification may be made if it would decrease
the number of shares to be issued to the Shareholders hereunder or increase the
extent of their liability hereunder.
12. TERMINATION.
This Agreement may be terminated (1) by mutual consent in writing; or (2) if the
Closing shall not have taken place within thirty (30) days following execution
of this Agreement, unless adjourned to a later date by mutual consent in
writing.
13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The representations and warranties of the Shareholders, PAPO and Segway set out
herein shall survive the Closing.
14. ARBITRATION
14.1 Scope. The parties hereby agree that any and all claims (except only
for requests for injunctive or other equitable relief) whether existing
now, in the past or in the future as to which the parties may or any
affiliates may be adverse parties, and whether arising out of this
Agreement or from any other cause, will be resolved by arbitration
before the American Arbitration Association within New York, New York.
14.2 Consent to Jurisdiction, Situs and Judgment. The parties hereby
irrevocably consent to the jurisdiction of the American Arbitration
Association and the situs of the arbitration (and any requests for
injunctive or other equitable relief) within New York, New York. Any
award in arbitration may be entered in any domestic or foreign court
having jurisdiction over the enforcement of such awards.
14.3 Applicable Law. The law applicable to the arbitration and this
agreement shall be that of the State of New York, determined without
regard to its provisions which would otherwise apply to a question of
conflict of laws.
14.4 Disclosure and Discovery. The arbitrator may, in its discretion, allow
the parties to make reasonable disclosure and discovery in regard to
any matters which are the subject of the arbitration and to compel
compliance with such disclosure and discovery order. The arbitrator may
order the parties to comply with all or any of the disclosure and
discovery provisions of the Federal Rules of Civil Procedure, as they
then exist, as may be modified by the arbitrator consistent with the
desire to simplify the conduct and minimize the expense of the
arbitration.
14.5 Rules of Law. Regardless of any practices of arbitration to the
contrary, the arbitrator will apply the rules of contract and other
laws of the jurisdiction whose law applies to the arbitration so that
the decision of the arbitrator will be, as much as possible, the same
as if the dispute had been determined by a court of competent
jurisdiction.
14.6 Finality and Fees. Any award or decision by the American Arbitration
Association shall be final, binding and non-appealable except as to
errors of law or the failure of the arbitrator to adhere to the
arbitration provisions contained in this Agreement. Each party to the
arbitration shall pay its own costs and counsel fees except as
specifically provided otherwise in this Agreement.
14.7 Measure of Damages. In any adverse action, the parties shall restrict
themselves to claims for compensatory damages and/or securities issued
or to be issued and no claims shall be made by any party or affiliate
for lost profits, punitive or multiple damages.
14.8 Covenant Not to Xxx. The parties covenant that under no condition will
any party or any affiliate file any action against the other (except
only requests for injunctive or other equitable relief) in any forum
other than before the American Arbitration Association, and the parties
agree that any such action, if filed, shall be dismissed upon
application and shall be referred for arbitration hereunder with costs
and attorney's fees to the prevailing party.
14.9 Intention. It is the intention of the parties and their affiliates that
all disputes of any nature between them, whenever arising, whether in
regard to this Agreement or any other matter, from whatever cause,
based on whatever law, rule or regulation, whether statutory or common
law, and however characterized, be decided by arbitration as provided
herein and that no party or affiliate be required to litigate in any
other forum any disputes or other matters except for requests for
injunctive or equitable relief. This Agreement shall be interpreted in
conformance with this stated intent of the parties and their
affiliates.
14.10 Survival. The provisions for arbitration contained herein shall survive
the termination of this
Agreement for any reason.
15. GENERAL PROVISIONS.
15.1 Further Assurances. From time to time, each party will execute such
additional instruments and take such actions as may be reasonably
required to carry out the intent and purposes of this Agreement.
15.2 Waiver. Any failure on the part of either party hereto to comply with
any of its obligations, agreements, or conditions hereunder may be
waived in writing by the party to whom such compliance is owed.
15.3 Brokers. Each party agrees to indemnify and hold harmless the other
party against any fee, loss, or expense arising out of claims by
brokers or finders employed or alleged to have been employed by the
indemnifying party.
15.4 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person
or sent by prepaid first class certified mail, return receipt
requested, or recognized commercial courier service as follows:
If to Segway II Corp.:
Segway II Corp.
0000 Xxxxx 0 Xxxxx, 0xx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx, President
If to Pangea Petroleum Corp. to:
Pangea Petroleum Corp.
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx, Chairman
If to the Shareholders, to:
c/o Xxxxxxx X. Xxxxxx & Associates
0000 Xxxxx 0 Xxxxx, 0xx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
15.5 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New Jersey.
15.6 Assignment. This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns;
provided, however, that any assignment by either party of its rights
under this Agreement without the written consent of the other party
shall be void.
15.7 Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
Signatures sent by facsimile transmission shall be deemed to be
evidence of the original execution thereof.
15.8 Exchange Agent and Closing Date. The Exchange Agent shall be the law
firm of Xxxxxxx X. Xxxxxx & Associates, Freehold, New Jersey. The
Closing shall take place upon the fulfillment by each party of all the
conditions of the Closing required herein, but not later than 30 days
following execution of this Agreement unless extended by mutual consent
of the parties.
15.9 Review of Agreement. Each party acknowledges that it has had time to
review this Agreement and, as desired, consult with counsel. In the
interpretation of this Agreement, no adverse presumption shall be made
against any party on the basis that it has prepared, or participated in
the preparation of this Agreement.
15.10 Schedules. All schedules attached hereto shall be acknowledged by each
party by signature or initials thereon and shall be dated.
15.11 Effective Date. This effective date of this Agreement shall be
April 26, 2000.
16. CONFLICT OF INTEREST.
PAPO acknowledges that Xxxxxxx X. Xxxxxx & Associates, legal counsel for Segway
and the Shareholders, has previously represented PAPO as legal counsel (and for
the sole purpose of this Agreement and transaction is not presently representing
PAPO). In addition, Xxxxxxx X. Xxxxxx is the principal of Xxxxxxx X. Xxxxxx &
Associates and the majority shareholder, sole officer and director of RGR Corp.,
the majority shareholder of Segway. Finally, PAPO has indicated that after this
transaction is finalized it will retain Xxxxxxx X. Xxxxxx & Associates as its
legal counsel. Based on the above, PAPO acknowledges that a conflict of interest
exists regarding the above described relationships and has retained Xxxxxx
Xxxxxx, Esq. as its legal counsel fore this transaction.
SIGNATURE PAGE TO STOCK ACQUISITION AND REORGANIZATION AGREEMENT
AMONG SEGWAY II CORP., PANGEA PETROLEUM CORP. AND THE
SHAREHOLDERS OF SEGWAY II CORP.
IN WITNESS WHEREOF, the parties have executed this Agreement this 26th day of
April, 2000.
SEGWAY II CORP.
BY: /s/ XXXXXXX X. XXXXXX
------------------------------
XXXXXXX X. XXXXXX
PRESIDENT
PANGEA PETROLEUM CORP.
BY: /s/ XXXXXXX X. XXXXXXX
------------------------------
XXXXXXX X. XXXXXXX
CHAIRMAN
THE SHAREHOLDERS OF SEGWAY II CORP.:
RGR CORP.
BY: /s/ XXXXXXX X. XXXXXX /s/ XXXXXX X. XXXXXX
---------------------------- --------------------
XXXXXXX X. XXXXXX XXXXXX X. XXXXXX
PRESIDENT
EXHIBIT A
PAPO Shares to be Received
RGR Corp. - 4,750,000 shares* 4,750
Xxxxxx Xxxxxx - 250,000 shares* 250
* - As of April 18, 2000, RGR Corp. presently is the sole shareholder of Segway
II Corp. owning 5,000,000 common shares. Prior to the effective date of the
merger, RGR Corp. will retire 250,000 shares to treasury and Xxxxxx Xxxxxx will
have subscribed for 250,000 common shares of Segway II Corp.
